Target Companies. Within thirty (30) days after Commencement Date, a special committee (the "COMMITTEE") of the EGPI Board shall be established to meet with the Executive and _________________ (collectively, the "MANAGERS") to establish guidelines (the "GUIDELINES") for acquisitions of companies similar to the Company. After the Guidelines have been established and approved by the EGPI Board, the Managers may from time to time bring acquisition candidates (a "TARGET COMPANY" or the "TARGET COMPANIES") to the Committee for review. If the acquisition terms of a Target Company comply with the Guidelines, EGPI will make available a pool of Common Stock and apportion cash which may be available from EGPI for the acquisition of the Target Company as a wholly-owned subsidiary of the Company, pursuant to any acquisition structure recommended by the Company's attorneys, accountants or other professional advisors. As soon as practicable after the acquisition of the Company, the Committee and the Managers shall establish reasonable financial goals for the results of operations of any Target Company acquired, to include target sales, target growth in sales, and target earnings before interest, depreciation, taxes and amortization, as determined in accordance with United States generally accepted accounting principles ("EBITDA"), hereinafter collectively the "TARGET GOALS." At the end of each full fiscal year of operation for any Target Company, EGPI shall cause an audit of the Target Company to be performed by EGPI' accountants (the "TARGET REVIEW"). The board of directors of EGPI (the “Board”) shall compare the financials of the Companies to the projected financials of the Company and determine a Bonus Pool. The cumulative Bonus Pool shall be 50% of the earnings in excess of 110% of the Earnout Target. In the event the results of operation of each Target Company, as determined by the Target Review, is equal to greater than the Target Goals, then an amount not less than Twenty-Five Percent (25%) of the net income of any Target Company, as established by the Target Review, would be paid to the Managers, in accordance with each Manager's Employment Agreement, in cash or in common stock of EGPI, at the Company's option, in accordance with the example set forth in EXHIBIT A hereto. The incentive compensation payable under this Section shall be cumulative over a three (3) year period.
Target Companies. (a) NextRx LLC is a limited liability company validly existing and in good standing under the Laws of the State of Ohio and has all requisite limited liability company power and authority to carry on its business as now being conducted, except where the failure to have such power and authority would not reasonably be expected to have a Company Material Adverse Effect. NextRx is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now being conducted, except where the failure to have such power and authority would not reasonably be expected to have a Company Material Adverse Effect. NextRx Services is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of New York and has all requisite corporate power and authority to carry on its business as now being conducted, except where the failure to have such power and authority would not reasonably be expected to have a Company Material Adverse Effect. Each Target Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the character or location of the properties owned, leased or operated by such Target Company or the nature of the business conducted by it makes such qualification necessary, except for such jurisdictions where the failure to be so qualified or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Prior to the execution of this Agreement, Seller has made available to Purchaser true, complete and correct copies of the certificates of incorporation and bylaws (or other similar governing documents) for each Target Company.
Target Companies. Target Companies shall mean (i) entities that are Portfolio Companies as of the Formation Date, (ii) successors to the entities described in clause (i), or (iii) entities that are approved pursuant to paragraph 8.5(a); it being understood that such entities must be engaged in the business of, or related to, blockchain technology.
Target Companies. “Target Companies” shall mean: (a) the Company; and (b) each of Company’s Subsidiaries.
Target Companies. The authorized capital stock of Fiserv Affinity consists of 1,000,000 shares of common stock, of which 25,000 shares as of the date hereof are issued and outstanding. The authorized capital stock of TIB consists of 10,000 shares of common stock, of which 10,000 shares as of the date hereof are issued and outstanding. The authorized capital stock of Fiserv Brokerage consists of 50,000 shares of common stock, of which 25,000 shares as of the date hereof are issued and outstanding. All of the Target Shares have been duly authorized and validly issued and are fully paid and non-assessable, and are owned beneficially and of record by Seller.
Target Companies. (i) Each Building Products Company is a corporation, as set forth on Schedule 3.4, duly organized, validly existing and in good standing under the laws of Michigan, as applicable, with all requisite power and authority to own, operate and lease its properties and assets, as the case may be, and to carry on the Building Products Business as it is now being conducted.
Target Companies. To the knowledge of the Company (i) NextRx LLC is a limited liability company validly existing and in good standing under the laws of the State of Ohio, with limited liability company power and authority to own its properties and conduct its business as described in the General Disclosure Package; (ii) NextRx has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with the power and authority (corporate or other) to own its properties and conduct its business as described in the General Disclosure Package; (iii) NextRx Services has been duly incorporated and is existing and in good standing under the laws of the State of New York, with the power and authority (corporate or other) to own its properties and conduct its business as described in the General Disclosure Package; and (iv) each Target Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification.
Target Companies. The following entities will be referred to as the “Target Companies”:
Target Companies. Each of Scotsman, CastelMAC and Frimont (each, a “Target Company”) is a company duly organized, validly existing and in good standing (to the extent the concept of good standing is applicable) under the laws of its jurisdiction of organization. Each Target Company has all requisite power, legal right and authority to own, operate and lease its properties and assets and to carry on its business as and where it currently conducts its business. Each Target Company is duly qualified or licensed to do business as a foreign entity in each jurisdiction wherein the character of the properties owned by it, or the nature of its business, makes such licensing or qualification necessary (to the extent the concept of qualification or licensure to do business as a foreign entity as required by U.S. state law is applicable), except where the failure to so qualify would not, individually or in the aggregate, have a Material Adverse Effect. Copies of the organizational documents of each Target Company have been provided to Buyer, and such copies are accurate and complete.
Target Companies. Schedule 3.1(d)(i) contains a list of the capitalization and ownership of the Target Companies. All the issued and outstanding equity securities of the Target Companies (A) have been duly authorized and validly issued and are fully paid and nonassessable, (B) were issued in compliance with all applicable Laws and (C) are held free and clear of all Liens and Stock Restrictions by the applicable Seller with valid title thereto, except for the Liens set forth on Schedule 3.1(d)(i), which Liens shall be released on or prior to the Closing. Except for the Scotsman Equity Securities, the CastelMAC Equity Securities and the Frimont Equity Securities held by the Sellers as set forth on Schedule 3.1(d)(i), there are no (1) equity securities of any Target Company outstanding, (2) securities convertible into or exchangeable for equity securities of any Target Company outstanding, (3) options, warrants or other rights to purchase or subscribe to any equity securities of any Target Company or securities that are convertible into or exchangeable for equity securities of any Target Company outstanding or (4) Contracts relating to the issuance, sale or transfer of any equity securities of any Target Company, any such convertible or exchangeable securities or any such options, warrants or other rights. Except as set forth in Schedule 3.1(d)(i), no Target Company has the right to acquire, directly or indirectly, an equity interest in any Person. No Group Company is subject to any obligation to repurchase or otherwise acquire or retire, or to register under the Securities Act of 1933, as amended, any securities.
